When filming began, the combination of veteran actors and breakout talent fostered a spirit of collaboration. Together they’d tackle racially sensitive monologues, a vicious fight between a hulking mobster and a petite hooker, and a bullet-riddled climax. Improvisation would be embraced. Tears would be shed. And if the director had to slap someone around, so be it.

Tom Sizemore (Cody Nicholson, LAPD detective): Tony started every take like this: “Rock’n’roll, motherfuckers! Action!”

Scott: Gary would bring his 70-year-old mum to the set. After a take he’d go, “Mum, what do you think?” She’d say, “It’s good,” and he’d go, “What the fuck do you know? It’s terrible.”

Oldman: Yeah, my mother was on the set. She’s seen it all. God bless her, she’s still running around at 88 years old.

Scott: His mum was also there for the scene where Drexl’s dick gets blown off. She said, “Yeah, I thought that was really good.”

Oldman: The gun fired blanks, but there was still a flare and powder coming out of the barrel. I wore a metal cup. I’ve died in a lot of movies, but to have my dick blown off and then get shot in the face with my eyes open, that’s up there. That beats a stake through the heart.

Arquette: I had a hard time with the scene where Clarence tells me he’s killed Drexl and I say, “What you did was so romantic.” I couldn’t jump to that reaction. My acting coach and I came up with the idea that here’s a man I barely know, who killed someone and is eating a burger. He could kill me next. As a female, the way to stay safe is to be in a love bubble. Part of her does think it’s romantic, like, kill all the mistakes I ever made.

The classic standoff between a Mob boss (Walken) and Clarence’s protective father (Hopper) is among the movie’s most memorable scenes. Due to its racially charged language, it’s also the most controversial.

Arquette: I’d worked with Dennis on The Indian Runner and had a little crush on him, but never expressed it. We had this scene where I kiss him, and he goes, “She does taste like a peach.” I had someone go buy this lip gloss from when I was a kid. I wanted him to lick his lips and go, “Wow, she actually does taste like peach.”

Int. Trailer Home—day
CLIFF: Way back then, Sicilians were like wops in Northern Italy. They all had blond hair and blue eyes. But then the Moors moved in there, and they changed the whole country.

Dennis Hopper (Clifford Worley, Clarence’s father): The only lines Christopher Walken and I
improvised in our big scene were my line “You’re part eggplant,” and his line “You’re a cantaloupe.” The rest was written by Quentin. Was I worried about the racial overtones? Not really. Because it’s factual. The Moors did invade Sicily, and they did breed. Quentin writes like people speak. He doesn’t have to be PC.

James Gandolfini (Virgil, Mob henchman): I was glad to just be observing Hopper and Walken. We were crowded into this little trailer when Hopper gets shot, so everyone was offered earplugs. I remember Walken didn’t ask for any, so, being very cool, I didn’t ask for any either. I couldn’t hear for three goddamn days.

Hopper: Tony has this special gun that you fire and flames come out the side. I said, “Tony, you’re not putting that gun right to my head.” He said, “It’s fine, do it to me.” So a crew guy shot him, and he started bleeding. He said, “OK, that won’t work.”

Clarence and Alabama’s plan to sell the stolen cocaine in L.A. allowed Tarantino to add a layer of Hollywood satire to the story. And Scott, whose Last Boy Scout was coproduced by fast-talking über-producer Joel Silver, was ready to inject his own observations.

Slater: I think the movie captured what L.A. is pretty much about. There are lots of shady characters and wacky producers.

Tarantino: I didn’t write the part of the producer who buys the coke to be Joel Silver. Tony turned him into Joel Silver.

Saul Rubinek (Lee Donowitz, Hollywood producer): I was auditioning and Tony said, “You got him exactly right. That’s Joel. You nailed him.” And I said, “Sorry, I’m confused—Joel?” “Joel Silver,” he said. I had no idea who that was.

Scott: The Hollywood satire is affectionate. But Joel didn’t talk to me for a while after that.

The original script set a preliminary drug deal involving Clarence and two wannabe actors at a zoo. But Scott, wanting more action, switched the locale to an amusement park.

Scott: The roller-coaster scene was difficult. Pinchot was shitting himself, and Rapaport was so scared that he dropped a bunch of Quaaludes and couldn’t say his lines.

Michael Rapaport (Dick Ritchie, wannabe actor): I don’t like roller coasters. They had to con­vince me to ride it, and I threw up, so we had to reshoot it a week later. The second time, they sedated me. Some shots show me smiling because I’m drugged out of my mind, and some show me crying because I honestly thought I was going to crap.

Gandolfini: Everybody was young and nuts. Brad Pitt was around, too. I don’t think he was “Brad Pitt” then, but he was great. I just had to watch him and say, “What a fuckin’ flake.” He improvised a lot.

Int. Dick’s Apartment—day
FLOYD (Dick’s stoner roommate): Don’t condescend me, man. I’ll fucking kill you.

Scott: “Don’t condescend me.” That’s not in the script. That was Pitt.

Tarantino: Not only is Brad good, but his scene with the gangsters got the audience laughing so hard. It was one of the best reactions I’ve ever seen in a piece of my work.

Romance’s most shocking scene may be Gandolfini’s brutal interrogation and beating of Arquette, in which both actors bravely push the movie’s trademark blend of eloquence and violence to the limit—and wind up with the bruises to show for it.

Tarantino: At that point in the movie, if Clarence is getting the shit kicked out of him, you know he isn’t going to die because he’s the star and there are 20 minutes to go. But dramati­cally speaking, Alabama could have died. She was expendable.

Scott: Gandolfini exudes both childlike innocence and enormous fucking danger. The fight scene between him and Patricia builds slowly, like a volcano. There’s small talk at the beginning: “You’re so cute—spin around for me.” Then he pops her.

Arquette: First it’s about a girl waiting for her boyfriend to rescue her, and she’s working through her natural bag of tricks: flirting, being dumb. Then Virgil tells her about the transition he made to being a killer. And really, he’s telling her what’s going to happen to her in a moment. She’s going to make this transition, and she’s never going to be the same person.

Gandolfini: Patricia was totally down with it—she was very strong and tough. I’d do something to her character, and her stunt woman would call me a pussy.

Arquette: My mind wasn’t where I wanted to be, so Tony said, “Do you want me to help you?” I said yes, and he smacked me in the face. I was shocked. I started crying.

Scott: When she couldn’t get herself there emotionally, Patricia used to call my right hand “the Persuader.” She’d say, “Bring on the Persuader,” and I’d have to slap her. She’d say, “Hit me harder!” I’d stand there on the set giving Patricia right-handers. That does not happen a lot with me and actors.

Gandolfini: It was a little rough. There was a lot of throwing. You didn’t see that often with a man and woman. I ended up doing it a lot on The Sopranos for some reason.

Pinchot: I can’t watch the scene where Patricia’s being beat up. It’s so good it makes me sick. Chris Penn and Tom Sizemore were also amazing as the cops who make me wear a wire to the drug deal. We did takes where Chris slapped me across the face with the bag of coke, then grabbed me in a stranglehold and smashed my head on the table. There’s some woman talking about her boobs, and all of a sudden Chris Penn is strangling me.

Sizemore: It was tough keeping a straight face during the scenes with Bronson. It was very funny when he had the listening device in his crotch. My laughs in that scene are authentic.

Back to: Elevator
With the .38 up against Elliot’s head, Clarence puts his palm over the top of the gun to shield himself from the splatter. Alabama and Dick can’t believe what he’s gonna do.

Pinchot: When Clarence pulls the gun in the elevator, my character fucking loses it. If you’re going to do a scene like that, you have to stay up all night. I said to myself, there’s nothing else in my head but reality. Nobody on set is eating a Snickers bar right now. There is only me, and I’m gonna die.

Sizemore: The scene where we’re listening to what’s going on in the elevator was all improvised. We didn’t work on anything. God rest his soul, Chris Penn was a wonderful, underrated actor—a real pro. He also was the brother of Sean Penn, one of the greater actors of all time. So he had a tough road.

Int. Lee’s Suite, the Beverly Ambassador Hotel
This is a Mexican standoff if there ever was one. Gangsters on one end with shotguns. Bodyguards with machine guns on the other. And cops with handguns in the middle. Alabama’s so scared she pees on herself.

Arquette: We filmed the hotel drug deal at the abandoned Ambassador Hotel, where Robert Kennedy was shot. We just called that scene the clusterfuck.

Sizemore: It was a clusterfuck. And the fucking feathers from the exploding pillows were there for four days, man. I got killed in take one, and I had to lay there the whole time with feathers in my mouth.

Scott: In Quentin’s original script, Christian dies and Patricia takes off with the money. All the cynical people die. Rapaport is spared because he’s innocent, and everybody else gets their comeuppance.

Tarantino: I tried like hell to convince Tony to let Clarence die, because that’s what I wrote and it wasn’t open for conjecture. I made this big dramatic plea: “You’re losing your balls. You’re trying to make it Hollywood shit. Why are you doing this?” He listened to the whole thing and then convinced me 100 percent that he wasn’t doing it for commercial reasons.

Scott: I just fell in love with these two characters and didn’t want to see them die. I wanted them together.

Tarantino: When I watched the movie, I real­ized that Tony was right. He always saw it as a fairy tale love story, and in that capacity it works magnif­icently. But in my world Clarence is dead and Alabama is on her own. If she ever shows up in another one of my scripts, Clarence will still be dead.

ACT I: WRITER MEETS DIRECTOR  |  ACT II: ACTORS MEET MORE ACTORS 
  ACT III: MOVIE MEETS MULTIPLEX

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